Exhibit
99.2
 
 **COMPENSATION
AND NOMINATING COMMITTEE CHARTER**
 
 A.  PURPOSE
AND SCOPE
 
 The two
primary functions of the Compensation and Nominating Committee (the "Committee")
are to review and recommend to the Board (i) compensation and equity plans,
policies and programs, approve executive officer compensation, and to prepare
the annual report on executive compensation required to be included in the
Company's proxy statement and (ii) the nominees for election as directors of the
Company and to review related Board development issues including succession
planning and evaluation.
 
 B.  COMPOSITION
 
 The
Committee shall be comprised of a minimum of three (3) directors as appointed by
the Board of Directors, who shall meet the independence requirements promulgated
by the Securities and Exchange Commission, the National Association of
Securities Dealers, any exchange upon which securities of the Company are traded
or any governmental or regulatory body exercising authority over the Company
(each a "Regulatory Body" and collectively the "Regulatory Bodies"), as in
effect from time to time , and
shall be free from any relationship that, in the opinion of the Board of
Directors, would interfere with the exercise of his or her independent judgment
as a member of the Committee. In addition, no member may, other than in his or
her capacity as a member of the Committee, the Board of Directors or any other
Board committee, (i) accept any consulting, advisory or other compensatory fee
from the Company; or (ii) be an affiliated person of the Company or any of its
subsidiaries.
 
 The
members of the Committee shall be elected by the Board of Directors at the
meeting of the Board of Directors following each annual meeting of stockholders
and shall serve until their successors shall be duly elected and qualified or
until their earlier resignation or removal. Unless a Chair is elected by the
full Board of Directors, the members of the Committee may designate a Chair by
majority vote of the full Committee membership.
 
 C.  RESPONSIBILITIES
AND DUTIES
 
 To
fulfill its responsibilities and duties the Committee shall:
 
 **Document
Review**
  1.
    Review
      and assess the adequacy of this Charter periodically as conditions
      dictate, but at least annually (and update this Charter if and when
      appropriate). 
 **Equity
Plan Administration**
  1.
    In
      consultation with the Chief Executive Officer, approve grants of stock
      awards under the Company's Stock Option Plan and any successor plan,
      including participants, type of awards and number of shares covered by
      each award.  2.
    Approve
      all decisions regarding the modifications of terms or conditions of any
      award or award agreement regarding equity compensation.  3.
    Review
      and oversee the Company's Stock Option Plan, and any successor plan. 
 **Defined
Benefit and Contribution Plans**
  1.
    Administer
      the Company's defined benefit and defined contribution plans. Recommend
      new plans, major plan amendment or plan terminations when appropriate.   
  **Executive
Compensation Matters**
  1.
    Evaluate
      and assess the performance of the CEO on an annual basis.  2.
    Review
      the performance evaluations of senior officers (other than the CEO) on an
      annual basis. It is recognized that subject to oversight by the Board and
      this Committee, the CEO has primary responsibility for evaluating the
      performance of other senior officers.  3.
    Determine
      and approve base salaries, annual incentive awards (equity and/or cash)
      and long-term incentive awards for the CEO, and in consultation with the
      CEO, for other senior officers on an annual basis.  4.
    Establish
      performance objectives for senior officers under the Company's incentive
      compensation plans and determine the attainment of such performance
      objectives.  5.
    Annually
      review and approve corporate goals and objectives relevant to CEO
      compensation, evaluate CEO compensation in light of those goals and
      objectives, and set the CEO's compensation level based on this evaluation.  6.
    Review
      and approve any employment agreements, severance arrangements and change
      in control and similar agreements/provisions, and any amendments,
      supplements or waivers to such agreements or arrangements, in each case
      as, when and if deemed necessary or advisable.  7.
    Retain
      and terminate any compensation consultant to be used to assist in the
      evaluation of CEO or other senior officer compensation, including the
      authority to approve the consultant's fee, and to obtain advice and
      assistance from internal or outside legal, accounting or other advisors.  8.
    Review
      other forms of compensation, benefits, and incentives for senior officers
      and recommend changes in and new forms of compensation, benefits or
      incentives to the Board of Directors when appropriate and when necessary
      to keep executive compensation competitive and equitable. 
 **Succession
Planning**
  1.
    Develop
      and periodically review and revise as appropriate, a management success
      plan and related procedures. 
 **Director
Compensation Matters**
  1.
    Periodically
      review and assess the adequacy of levels of Director compensation. 
 **Nominating
Matters**
  1.
    Periodically
      review CEO succession and succession plans for key positions in the
      Company.  2.
    Recommend
      to the Board, and aid in identifying and attracting qualified candidates
      to stand for election as Directors.  3.
    Evaluate
      periodically the desirability of and recommend to the Board any changes in
      the size and composition of the Board.  4.
    Select
      and evaluate directors in accordance with the general and specific
      criteria set forth below or determined as provided below:  a.
    General
      Criteria. Director selection should include at least enough Independent
      Directors to satisfy then existing Regulatory Body requirements, and such
      Independent Directors should have appropriate skills, experiences and
      other characteristics to provide qualified persons to fill all Board
      committee positions required to be filled by Independent Directors. Each
      director should:  i.
    Be
      an individual of the highest character and integrity;  ii.
    Be
      free of any conflict of interest that would violate any applicable law or
      regulation or interfere with the proper performance of the
      responsibilities of a director;  iii.
    Be
      willing and able to devote sufficient time to the affairs of the Company
      and be diligent in fulfilling the responsibilities of a director and Board
      committee member (including developing and maintaining sufficient
      knowledge of the Company and its industry);  iv.
    Have
      broad experience in the industries which comprise the Company's customer
      base or in the secured wireless communication industry;  v.
    Have
      the ability to provide insights and practical wisdom based on his or her
      experience and expertise; and  vi.
    Have
      a commitment to enhancing stockholder value  b.
    Specific
      Criteria. In addition to the general criteria, the Committee shall develop
      and periodically evaluate and modify as appropriate a set of specific
      criteria outlining the skills, experiences, particular areas of expertise,
      specific backgrounds, and other characteristics that should be represented
      on the Board to enhance the effectiveness of the board and Board
      Committees, taking into account any particular needs of the Company based
      on its business, size, strategic objectives, customers and other
      characteristics.   
  5.
    Evaluate
      each new director candidate and each incumbent director before
      recommending that the Board nominate or re-nominate such individual for
      election or reelection as a director based on the extent to which such
      individual meets the general and specific criteria above.  6.
    Diligently
      seek to identify potential director candidates who will strengthen the
      Board, by establishing procedures for soliciting and reviewing potential
      nominees from directors and shareholders.  7.
    Submit
      to the Board the candidates for director to be recommended by the Board
      for election at each annual meeting of shareholders and to be added to the
      Board at any other times due to Board expansions, director resignations or
      retirements or otherwise. 
 **Meetings
and Reports**
  1.
    Hold
      meetings, as appropriate, to discuss the matters under this Charter. It is
      anticipated that meetings will be held at least four times a year. The
      Committee may invite legal counsel to attend the meeting.  2.
    Prepare,
      in accordance with the rules of the SEC as modified or supplemented from
      time to time, a written report of the compensation committee to be
      included in the Corporation's annual proxy statement for each annual
      meeting of stockholders.  3.
    Form
      and delegate authority to subcommittees if determined to be necessary or
      advisable 
 **Management
Support**
 
 To assist
the Committee in fulfilling its duties, management will provide the Committee
with information and recommendations as needed and requested. The Committee
shall have access to the General Counsel and/or outside legal counsel and
consultants at its discretion if it deems such access to be
necessary.